Karen Brennan

About Karen Brennan

Karen Brennan, 47, has been JLL’s Chief Financial Officer since 2020 and will become CEO of JLL’s global Leasing Advisory business effective July 1, 2025; she sits on the Global Executive Board and previously spent 20+ years at LaSalle (JLL’s investment management arm), most recently as CEO of LaSalle Europe with leadership roles across the U.S., U.K., Singapore and Hong Kong . She holds a BBA (summa cum laude) from Loyola University Maryland and an MBA from the University of Chicago Booth . During her CFO tenure, JLL’s 2024 results improved materially: revenue $23.4B (+13% y/y), Adjusted EBITDA $1.2B (+28% y/y), and net income attributable to common shareholders $546.8M (+149% y/y) . Over the 2019–2024 measurement window, cumulative TSR translated a hypothetical $100 investment into $145.41 vs $194.42 for the peer group; incentive design ties pay to AIP Adjusted EBITDA and Adjusted EPS, among others .

Past Roles

External Roles

• None disclosed in the proxy/8‑K (no public company directorships cited) .

Fixed Compensation

Performance Compensation

2024 Annual Incentive Plan (AIP)

Result: $2,249,600 cash (from $1,600,000 target × 140.6% × 100%) .

2024 Long‑Term Incentive Plan (LTIP)

• Mix and vesting: 60% PSUs (3‑year cliff, performance 0–200%); 40% RSUs (3‑year cliff) .
• PSU metrics and mechanics:
  • Adjusted EPS (75% weight): goals set annually within the 3‑year cycle; 2024 actual $14.01 vs target $11.70 → 165.8% payout for 2024 component .
  • Free Cash Flow Conversion (25% weight): 3‑year cumulative goals; assessed at end of cycle .
  • Relative TSR: S&P 500 rank modifier ±20% (no positive modifier if absolute TSR negative); capped at 200% total .

Sources: Grants and values ; plan design .

Historic PSU cycle: 2022–2024 PSUs paid at 19.2% of target; Brennan vested 1,259 shares on Mar 31, 2025 .

Equity Ownership & Alignment

Vesting schedule detail (as of 12/31/24):

• RSUs: Feb 15, 2025: 3,232; Mar 31, 2025 (PSU settlement line item in unvested units table): 1,259; Feb 15, 2026: 4,831; Feb 15, 2027: 6,621; total 15,943 .
• PSUs (target units): Mar 31, 2026: 14,711; Mar 31, 2027: 19,864; total 34,575 .

Employment Terms

• Severance Plan (non‑CIC): For GEB members, minimum 12 months base salary plus target AIP if involuntarily terminated without cause; program max 15 months base salary; no tax gross‑ups .
• Change‑in‑Control (CIC) agreements (double‑trigger; 24‑month window): Lump sum base salary × 1.5 and target bonus × 1.5, plus prorated target bonus; accelerated vesting of stock awards; no tax gross‑ups .
• Illustrative amounts for Brennan (assumes $253.14 share price, 12/31/24):
  • Involuntary termination (no cause, non‑CIC): Cash severance $3,823,077; benefits continuation $24,356; outplacement $25,000; total $3,872,433 .
  • CIC + involuntary termination: Cash severance $5,869,231; accelerated RSUs $10,374,690; benefits continuation $24,356; outplacement $25,000; total $16,293,277 (PSUs assumed at target, prorated) .

Clawback: Policy updated Sept 7, 2023 to recoup erroneously awarded incentive‑based compensation after an accounting restatement, regardless of fault; applies to current/former executive officers; recovery via cash recoupment or share forfeiture .

Performance & Track Record

Compensation Structure Diagnostics

• Cash‑vs‑Equity Mix: High at‑risk and equity orientation (other NEOs ~88% variable at target; CEO 93%); Brennan’s equity comprised RSUs (quasi‑retentive) and PSUs (performance‑levered) .
• AIP Metric Design: Weighted toward AIP Adjusted EBITDA (50%) and margin (25%) with 25% Strategic Factors; payouts 0–200% plus leadership multiplier 80–120% (cap 200%) .
• LTIP Metric Design: Adjusted EPS (annual goal‑setting within 3‑yr PSU), FCF Conversion (3‑yr), TSR modifier ±20% with cap; emphasizes operating leverage and cash discipline .
• Options/Repricings: None outstanding; no repricing history disclosed (NEOs have no stock options) .
• Related‑Party & Red Flags: No related‑party transactions; hedging/pledging prohibited; no excise‑tax gross‑ups; updated clawback compliant with Rule 10D‑1 .

Equity Ownership & Vesting Pressure Map

Note: Company policy prohibits pledging and derivative hedging, and trading is subject to blackout/pre‑clearance, which can mitigate opportunistic selling but does not eliminate scheduled 10b5‑1 activity .

Compensation Peer Group and Benchmarking

• JLL benchmarks against a blended peer set across real estate and business services (e.g., CBRE, Cushman & Wakefield, Colliers, AECOM, Marsh & McLennan, Willis Towers Watson, Cognizant, Jacobs, among others); 2024 peer set unchanged from 2023 .
• Independent consultant (Exequity) advises Compensation Committee; say‑on‑pay support ≈90% in 2024 .

Say‑on‑Pay & Shareholder Feedback

Investment Implications

• Alignment and Incentives: Brennan’s package is highly performance‑based with material exposure to Adjusted EPS, cash conversion, and TSR via PSUs; AIP and margin mix reinforce near‑term operating discipline as Leasing Advisory CEO .
• Retention Risk and Selling Pressure: A staggered vesting calendar (notably 2026–2027 RSUs/PSUs) supports retention; insider policy restrictions reduce, but do not eliminate, potential selling pressure around vesting; no pledging permitted .
• Change‑in‑Control Economics: Double‑trigger CIC terms (1.5× base and bonus plus prorated bonus and equity acceleration; no gross‑ups) are shareholder‑friendly yet protective, limiting value leakage while ensuring continuity through strategic events .
• Execution Track Record: 2024 improvements in revenue, EBITDA, and net income under her CFO stewardship, alongside conservative PSU realizations for the 2022–2024 cycle (19.2%), suggest incentives pay when value is created and compress when macro headwinds persist—supporting pay‑for‑performance credibility as she transitions to operating leadership .

Sources: JLL 2025 DEF 14A (filed Apr 11, 2025) and Form 8‑K (May 7, 2025) for all data and disclosures cited above.